EXTRAORDINARY general meeting in ACROUD AB

The board of ACROUD AB has resolved to convene an extraordinary general meeting of shareholders to be held on Thursday, February 15, 2024. More information about the contents of the proposals may be obtained from the complete notice to the extraordinary general meeting below.

The notice is expected to be published in the Swedish Official Gazette (Post- och Inrikes Tidningar) and on the company’s website within the next few days.

NOTICE OF EXTRAORDINARY GENERAL MEETING IN ACROUD AB

 

The shareholders of ACROUD AB, reg. no. 556693-7255, are hereby given notice to the extraordinary general meeting that will be held on Thursday, February 15, 2024 at 10.00 CET at the premises of Advokatfirman Lindahl KB, Smålandsgatan 16, 111 46 Stockholm, Sweden.

 

Right to attend and notification

Shareholders wishing to attend the meeting must

 

(i)                   be entered as a shareholder in the share register kept by Euroclear Sweden AB as of Wednesday, February 7, 2024, and

 

(ii)                 give written notice to the company of their intention to attend, no later than Friday, February 9, 2024, by post to Advokatfirman Lindahl KB, Att. ACROUD Extraordinary General Meeting, Box 5898, 102 40 Stockholm, Sweden or by email to [email protected].

 

When giving notice, please state your name or company name, personal ID or company registration number, address and daytime telephone number. The registration procedure described above also applies to registration for any advisors (two maximum). The notification must, if applicable, be accompanied by proxies, registration certificates and other authorisations documents. See below for further information on the processing of personal data.

 

Nominee registered shares

To be entitled to attend the meeting, holders of nominee registered shares must instruct the nominee to have the shares registered in the holder’s own name, so that the holder is entered in the share register kept by Euroclear Sweden AB on the record date as of Wednesday, February 7, 2024. Registration in this way may be temporary (so called voting rights registration) and is requested from the nominee in accordance with the nominee’s routines. Voting rights registration that has been requested in such time that the registration has been completed by the relevant nominee no later than Friday, February 9, 2024, will be taken into account in the preparation of the share register.

 

Proxy and proxy form

Anyone who does not attend the meeting in person may exercise their right at the meeting via a proxy in possession of a signed and dated proxy form. The proxy form is available on the company’s website: www.acroud.com and may also be obtained by email [email protected]. If the proxy is issued by a legal entity, a copy of their registration certificate or equivalent authorisation documents must be attached. The proxy must have been issued within the past year unless a longer period of validity is specified on the form of proxy, subject to a maximum of five years. To facilitate entry to the meeting, proxy forms, registration certificates and other authorisation documents should be received by the company well in advance prior to the meeting.

 

Proposed agenda

  1. Opening of the meeting
  2. Election of chair of the meeting
  3. Preparation and approval of voting list
  4. Approval of the agenda
  5. Election of one or two persons to approve the minutes
  6. Examination of whether the meeting has been duly convened
  7. Resolution on the number of board members
  8. Election of board member
  9. Resolution on remuneration to board member
  10. Closure of the meeting 

 

Proposals in brief:

 

Election of chair of the meeting (item 2)

It is proposed that Gustav Ahlgren, or anyone he appoints, is elected as chair of the meeting.

 

Resolution on the number of board members (item 7)

Strategic Investments A/S, representing approximately 22.6 percent of the shares and votes in the company (the “Shareholder”), propose that the board of directors, for the period until the end of the next annual general meeting, shall consist of four (4) ordinary board members without deputies.

 

The resolution is conditional upon that the meeting resolves in accordance with the Shareholder’s proposal regarding election of board member (item 8 on the agenda) and resolution on remuneration to board member (item 9 on the agenda).

 

Election of board member (item 8)

The Shareholder propose, for the period until the closing of the next annual general meeting, the new election of Kim Mikkelsen.

 

Kim Mikkelsen was born in 1968 and is a Danish citizen. Kim is CIO and majority shareholder of Strategic Investments A/S (listed on the Danish stock market), ACROUD AB’s second largest shareholder. In addition, Kim Mikkelsen is chairman of the board of Nord Insuretech Group AB and has between 2020 and 2023 also been a board member of ACROUD AB. Kim Mikkelsen has previously held various senior positions within banking and finance at Bikruben Bank, Swiss Bank as well as Greenwich Capital in London, SEB and Nordic Asset Management, among others. Kim Mikkelsen holds a degree in Finance from Copenhagen Business School. Kim Mikkelsen holds (directly and indirectly) 39,078,708 shares in ACROUD AB and is thus deemed to be dependent in relation to the company’s major shareholders, but not dependent in relation to the company and the company’s management.

The resolution is conditional upon that the meeting resolves in accordance with the Shareholder’s proposal regarding resolution on the number of board members (item 7 on the agenda) and resolution on remuneration to board member (item 9 on the agenda).

Resolution on remuneration to board member (item 9)

The Shareholder propose that Kim Mikkelsen, in accordance with the resolution of the annual general meeting on May 17, 2023, shall receive SEK 200,000 in remuneration, adjusted for the service time as a member of the board of directors of the company.

 

The resolution is conditional upon that the meeting resolves in accordance with the Shareholder’s proposal regarding resolution on the number of board members (item 7 on the agenda) and election of board member (item 8 on the agenda).

 

Documents

The complete documents in accordance with the Swedish Companies Act will be available at the company and on the company's website and will be sent immediately without charge to any shareholders who so request and has states their address. The documents will also be available at the meeting.

 

Information at the meeting

The shareholders are reminded of their right to request information from the board of directors and the CEO according to the Swedish Companies Act.

Processing of personal data

For information on how your personal data is processed, please see

https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

 

____________

Stockholm in January 2024

ACROUD AB (publ)

The board of directors

 

 

For further information, please contact:

Robert Andersson, President and CEO
+356 9999 8017

 

Andrzej Mieszkowicz, CFO

+356 9911 2090

 

ACROUD AB (publ)

 

Telephone:   +356 2132 3750/1
E-mail:           [email protected]
Website:       www.acroud.com
 

Certified Adviser: FNCA Sweden AB, [email protected]

 

About ACROUD AB

ACROUD is a fast-growing global challenger that operates and develops comparison and news sites within Poker, Sports Betting and Casino. Acroud also offers SaaS solutions for the iGaming affiliate industry. In past years, a number of companies have joined the ride and thus several experienced individuals in the industry leads Acroud's journey to become "The Mediahouse of The Future". Our mission is to connect people, Content Creators (Youtubers, Streamers, Affiliates) and businesses. We are growing fast and remain a leading global player in the industry with just over 70 people in Malta, United Kingdom, Denmark and Sweden. Acroud has been listed on the Nasdaq First North Growth Market since June 2018.